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Carl Icahn: “Please be forewarned that we intend to take matters into our own hands”

Carl Icahn’s latest letter to Commercial Metals Company:

Carl Icahn - Icahn Capital Lp

Ladies and Gentlemen:

On  Monday,  we  informed  you  and publicly announced that Icahn Enterprises LP
would  purchase Commercial Metals Company at $15 per share, in cash, without any
financing  or due diligence conditions. Disappointingly, it is Friday afternoon,
the  week  is  over,  and  we  have  still  not  heard  from  you.

We  are  sure  that  you  are  keenly aware that since our announcement, over 22
million  of  the  Company's  shares have traded. This represents over 19% of the
Company's outstanding shares, and is 200% higher than the average weekly trading
volume  over  the  past 52 weeks. To allow your shareholders to trade such heavy
volumes without responding to our offer is completely irresponsible - but wholly
consistent with the pattern of irresponsibility demonstrated by the Company over
the  years.

Icahn  Enterprises  (which currently has, on a consolidated basis, $22.4 billion
of  assets,  including in excess of $13 billion in liquid assets, which are cash
and  marketable securities) made a legitimate offer to acquire your Company, and
to  be  clear,  we continue to be immediately ready to meet with you to document
the  transaction.  We  are  not  asking  for  any  due  diligence  or  financing
conditions. All that we are asking is that you allow your shareholders to decide
if  they  wish  to  sell  their  company.

We  have  received  a number of inquiries from shareholders this week, as we are
sure you have too. Shareholders deserve an answer; it is incumbent on this Board
to  respond  to our offer. To that end, if you continue to disregard your duties
and  have not contacted us by 9:00 a.m., New York City time, on Monday, December
5,  2011,  to schedule a meeting to discuss our offer, please be forewarned that
we  intend  to  take  matters  into  our  own  hands.

                                                        Carl C. Icahn

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